metlife Proxy Statement2006

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metlife Proxy Statement2006

  1. 1. MetLife, Inc. 200 Park Avenue, New York, NY 10166 March 21, 2006 Dear Shareholder: You are cordially invited to attend MetLife, Inc.’s 2006 Annual Meeting, which will be held on Tuesday, April 25, 2006 beginning at 10:30 a.m., Eastern Daylight Time, in the Spellman Room on the Fifth Floor of the New York Palace Hotel, 455 Madison Avenue, New York, New York. At the meeting, shareholders will act on the election of four Class I Directors, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2006, and such other matters as may properly come before the meeting. The vote of every shareholder is important. You can assure that your shares will be represented and voted at the meeting by signing and returning the enclosed proxy card, or by voting on the Internet or by telephone. If you choose to vote by mail, we have included a postage-paid, pre-addressed envelope to make it convenient for you to do so. The proxy card also contains detailed instructions on how to vote on the Internet or by telephone. Sincerely yours, Robert H. Benmosche Chairman of the Board
  2. 2. MetLife, Inc. 200 Park Avenue New York, NY 10166 Notice of Annual Meeting The 2006 Annual Meeting of MetLife, Inc. will be held in the Spellman Room on the Fifth Floor of the New York Palace Hotel, 455 Madison Avenue, New York, New York on Tuesday, April 25, 2006 at 10:30 a.m., Eastern Daylight Time. At the meeting, shareholders will act upon the following matters: 1. The election of four Class I Directors; 2. The ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the year ending December 31, 2006; and 3. Such other matters as may properly come before the meeting. Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement. Holders of record of MetLife common stock at the close of business on March 1, 2006 will be entitled to vote at the Annual Meeting. By Order of the Board of Directors, Gwenn L. Carr Senior Vice President and Secretary New York, New York March 21, 2006
  3. 3. Table of Contents Proxy Statement — 2006 Annual Meeting *********************************************** 1 Information About the 2006 Annual Meeting and Proxy Voting ***************************** 1 Other Information ******************************************************************** 4 Information About Communications with the Company’s Directors************************** 5 Proposal One — Election of Directors ************************************************** 6 Proposal Two — Ratification of Appointment of the Independent Auditor********************* 10 Corporate Governance **************************************************************** 12 Corporate Governance Guidelines **************************************************** 12 Information About the Board of Directors********************************************** 12 Board Committees****************************************************************** 15 Membership on Board Committees *************************************************** 18 Director Compensation ************************************************************* 18 Codes of Conduct ****************************************************************** 20 Audit Committee Report ************************************************************** 21 Compensation Committee Report on Executive Compensation****************************** 23 Executive Compensation ************************************************************** 29 Summary Compensation Table ******************************************************* 29 Long Term Incentive Plan Awards in Last Fiscal Year ************************************ 30 Option Grants in Last Fiscal Year ***************************************************** 31 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values ********* 31 Retirement Plan Information ********************************************************* 32 Employment-Related Agreements ***************************************************** 34 Performance Graph******************************************************************* 37 Security Ownership of Directors and Executive Officers *********************************** 38 Section 16(a) Beneficial Ownership Reporting Compliance******************************* 41 Security Ownership of Certain Beneficial Owners **************************************** 42 Appendix A — Corporate Governance Guidelines **************************************** A-1
  4. 4. MetLife 2006 Proxy Statement Proxy Statement — 2006 Annual Meeting This Proxy Statement contains information about This Proxy Statement and the accompanying the 2006 Annual Meeting of MetLife, Inc. proxy card, which are furnished in connection (‘‘MetLife’’ or the ‘‘Company’’), which will be with the solicitation of proxies by MetLife’s Board held in the Spellman Room on the Fifth Floor of of Directors, are being mailed and made available the New York Palace Hotel, 455 Madison Avenue, electronically to shareholders on or about New York, New York on Tuesday, April 25, 2006 March 21, 2006. at 10:30 a.m., Eastern Daylight Time. Information About the 2006 Annual Meeting and Proxy Voting Your vote is important. Holders of record of MetLife common stock are entitled to vote. Whether or not you plan to attend the 2006 All holders of record of MetLife common stock at Annual Meeting, please take the time to vote your the close of business on March 1, 2006 (the shares as soon as possible. If you wish to return ‘‘record date’’) are entitled to vote at the 2006 your completed proxy card by mail, the Company Annual Meeting. has included a postage-paid, pre-addressed envelope for your convenience. You may also vote If you are the beneficial owner, but not the record your shares on the Internet or by using a toll-free owner, of MetLife common stock, you will receive telephone number (see the proxy card for instructions about voting from the bank, broker or complete instructions). other nominee that is the shareholder of record of your shares. Contact your bank, broker or other Matters to be voted on at the Annual Meeting. nominee directly if you have questions. MetLife intends to present the following two proposals for shareholder consideration and Voting your shares. voting at the 2006 Annual Meeting. ) If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you 1. The election of four nominees to serve as may attend the meeting and vote in person. Class I Directors. However, if your shares are held in the name of 2. The ratification of the appointment of an a bank, broker or other nominee, and you wish independent auditor to audit the to vote in person, you will have to contact your Company’s financial statements for the bank, broker or other nominee to obtain its year ending December 31, 2006. proxy. Bring that document with you to the meeting. The Board recommends voting FOR these ) Shareholders of record may also vote their proposals. shares by mail, on the Internet or by telephone. The Board of Directors did not receive any notice Voting on the Internet or by telephone will be prior to the deadline for submission of additional available through 11:59 p.m. Eastern Daylight business that any other matters might be presented Time on April 24, 2006. ) Instructions about these ways to vote appear on for a vote at the 2006 Annual Meeting. However, if another matter were to be presented, the proxies your proxy card. If you vote on the Internet or would use their own judgment in deciding by telephone, please have your proxy card whether to vote for or against it. available for reference when you vote. 1
  5. 5. MetLife 2006 Proxy Statement ) Votes submitted by mail, telephone or on the ) subsequently voting on the Internet or by Internet will be voted by the individuals named telephone prior to 11:59 p.m. Eastern Daylight on the proxy card in the manner you indicate. If Time on April 24, 2006; or ) attending the 2006 Annual Meeting and voting you do not specify how your shares are to be voted, the proxies will vote your shares FOR the in person. election of the Class I Directors and FOR the Remember, your changed vote or revocation must ratification of the appointment of Deloitte & be received before the polls close for voting. Touche LLP as MetLife’s independent auditor for 2006. Voting by MetLife associates who are invested in the Savings and Investment Plan for MetLife Attending the 2006 Annual Meeting. Employees. MetLife shareholders of record or their duly Mellon Bank, N.A., as Trustee of the Savings and appointed proxies are entitled to attend the Investment Plan for Employees of Metropolitan 2006 Annual Meeting. If you are a MetLife Life and Participating Affiliates Trust, will vote the shareholder of record and wish to attend the MetLife shares in the Plan in accordance with the meeting, please so indicate on the proxy card or voting instructions given by Plan participants to as prompted by the telephone or Internet voting the Trustee. The Trustee will generally vote the systems and an admission card will be sent to you. Plan shares for which it does not receive voting On the day of the meeting, please bring your instructions in the same proportion as the shares admission card with you to present at the entrance for which it does receive voting instructions. to the Spellman Room on the Fifth Floor of the Voting of Shares Held in the MetLife New York Palace Hotel. Policyholder Trust. Beneficial owners also are entitled to attend the The policyholders who are beneficiaries of the meeting; however, because the Company may not MetLife Policyholder Trust may direct the Trustee have evidence that you are a beneficial owner, to vote their shares held in the Trust on certain you will need to bring proof of your ownership to matters that are identified in the Trust Agreement be admitted to the meeting. A recent statement or governing the Trust, including approval of mergers letter from your bank, broker or other nominee and contested directors’ elections. On all other that is the record owner confirming your matters, which would include the two proposals beneficial ownership would be acceptable proof. described in this Proxy Statement that are to be voted on at the 2006 Annual Meeting, the Trust Changing or revoking your proxy after it is Agreement directs the Trustee to vote the shares submitted. held in the Trust as recommended or directed by You may change your vote or revoke your proxy at the Company’s Board of Directors. any time before the polls close at the 2006 Annual Shares of MetLife common stock outstanding Meeting. You may do this by: and entitled to vote at the 2006 Annual ) signing another proxy card with a later date and Meeting. returning it so that it is received by MetLife, Inc., c/o Mellon Investor Services, P.O. Box 3510, There were 759,545,106 shares of MetLife South Hackensack, NJ 07606-9210 prior to the common stock outstanding as of the March 1, 2006 Annual Meeting; 2006 record date. Each of those shares is entitled ) sending your notice of revocation so that it is to one vote on each matter to be voted on at the received by MetLife, Inc., c/o Mellon Investor 2006 Annual Meeting. Services, P.O. Box 3510, South Hackensack, NJ Quorum. 07606-9210 prior to the 2006 Annual Meeting or sending your notice of revocation to MetLife via To conduct business at the 2006 Annual Meeting, the Internet at http://www.proxyvoting.com/met a quorum must be present. A quorum will be on or before 11:59 p.m. Eastern Daylight Time on present if shareholders of record of one-third or April 24, 2006; more of the shares of MetLife common stock 2
  6. 6. MetLife 2006 Proxy Statement outstanding on the record date entitled to vote are Tabulation of abstentions and broker non-votes. present in person or are represented by proxies. If a shareholder abstains from voting as to a particular matter, the shareholder’s shares will not Vote required to elect Directors and to approve be counted as voting for or against that matter. If other proposals. brokers or other record holders of shares return a proxy card indicating that they do not have If a quorum is present at the meeting, a plurality of discretionary authority to vote as to a particular the shares voting will be sufficient under Delaware matter (‘‘broker non-votes’’), those shares will not Corporation Law to elect the Class I Directors. This be counted as voting for or against that matter. means that the Director nominees who receive the Accordingly, abstentions and broker non-votes largest number of votes cast are elected as will have no effect on the outcome of a vote. Directors, up to the maximum number of Directors to be elected at the meeting. However, the Board Abstentions and broker non-votes will be counted has established a majority voting standard in to determine whether a quorum is present. Director elections, which is described below. Inspector of Election and confidential voting. In addition, subject to exceptions set forth in the The Board of Directors has appointed Lawrence E. Company’s Certificate of Incorporation, a majority Dennedy, Senior Vice President, MacKenzie of the shares voting will be sufficient to approve Partners, Inc., to act as Inspector of Election at the any other matter properly brought before the 2006 Annual Meeting. The By-Laws of MetLife meeting, including the ratification of the provide for confidential voting. appointment of Deloitte & Touche LLP as Directors’ attendance at annual meetings. MetLife’s independent auditor. Directors are expected to attend annual meetings Majority voting standard in Director elections. of shareholders, and 12 of the 14 Directors then serving on the Board attended the 2005 Annual The Company’s By-Laws provide that in an Meeting. uncontested election, such as the election of the Cost of soliciting proxies for the 2006 Annual Class I Directors at the 2006 Annual Meeting, any Meeting. incumbent Director who is a nominee for election as Director who receives a greater number of votes The Company has retained Mellon Investor ‘‘withheld’’ from his or her election than votes Services to assist with the solicitation of proxies ‘‘for’’ his or her election will promptly tender his from the Company’s shareholders of record. For or her resignation. The Governance Committee of these services, the Company will pay Mellon the Board will promptly consider the offer to Investor Services a fee of approximately $11,500, resign and recommend to the Board whether to plus expenses. The Company also will reimburse accept or reject it. The Board of Directors will banks, brokers or other nominees for their costs of decide within 90 days following certification of sending the Company’s proxy materials to the shareholder vote whether to accept or reject beneficial owners. Directors, officers or other the tendered resignation. The Board’s decision, MetLife employees also may solicit proxies from and, if applicable, the reasons for rejecting the shareholders in person, or by telephone, facsimile tendered resignation, will be disclosed in a Report transmission or other electronic means of on Form 8-K filed with the Securities and communication, but will not receive any Exchange Commission (the ‘‘SEC’’). additional compensation for such services. 3
  7. 7. MetLife 2006 Proxy Statement Other Information Shareholder proposals — deadline for http://ir.metlife.com. If you are a shareholder of submission of shareholder proposals for the record, you may elect to receive future annual 2007 Annual Meeting. reports and proxy statements electronically by consenting to electronic delivery online Rule 14a-8 of the Securities Exchange Act of 1934, at https://vault.melloninvestor.com/isd. If you as amended (the ‘‘Exchange Act’’), establishes the choose to receive your proxy materials eligibility requirements and the procedures that electronically, your choice will remain in effect must be followed for a shareholder’s proposal to until you notify MetLife that you wish to resume be included in a public company’s proxy mail delivery of these documents. You may materials. Under the Rule, proposals submitted for provide your notice to MetLife via the Internet at inclusion in MetLife’s 2007 proxy materials must https://vault.melloninvestor.com/isd or by writing be received by MetLife, Inc. at One MetLife Plaza, to MetLife, c/o Mellon Investor Services, P.O. 27-01 Queens Plaza North, Long Island City, NY Box 3510, South Hackensack, NJ 07606-9210. In 11101-4007, Attention: Corporate Secretary, on or the United States, you also may provide such before the close of business on November 21, notice by calling toll free 1-800-649-3593. 2006. Proposals must comply with all the If you hold your MetLife shares through a bank, requirements of Rule 14a-8. broker or other holder of record, refer to the information provided by that entity for instructions A shareholder who wishes to present a matter for on how to elect this option. action at MetLife’s 2007 Annual Meeting, but chooses not to do so under Rule 14a-8 under the Principal executive offices. Exchange Act, must deliver to the Corporate Secretary of MetLife on or before December 26, The principal executive offices of MetLife are 2006, a notice containing the information required located at 200 Park Avenue, New York, NY 10166. by the advance notice and other provisions of the Company’s By-Laws. A copy of the By-Laws may MetLife’s Annual Report on Form 10-K. be obtained by directing a written request to To obtain without charge a copy of the MetLife, Inc., One MetLife Plaza, 27-01 Queens Company’s Annual Report on Form 10-K for the Plaza North, Long Island City, NY 11101-4007, fiscal year ended December 31, 2005, address Attention: Corporate Secretary. your request to MetLife Investor Relations, MetLife, Inc., One MetLife Plaza, 27-01 Queens Where to find the voting results of the 2006 Plaza North, Long Island City, New York Annual Meeting. 11101-4007, or, on the Internet, go to http://ir.metlife.com and submit your request by The preliminary voting results will be announced at selecting ‘‘Information Requests,’’ or call the 2006 Annual Meeting. The final voting results 1-800-649-3593. The Annual Report on will be published in the Company’s Quarterly Form 10-K may also be accessed at Report on Form 10-Q for the quarter ending http://ir.metlife.com and at the website of the June 30, 2006. Securities and Exchange Commission at http://www.sec.gov. Electronic delivery of the Proxy Statement and Annual Report. This Proxy Statement and MetLife’s 2005 Annual Report may be viewed online at 4
  8. 8. MetLife 2006 Proxy Statement Information About Communications with the Company’s Directors The following chart describes the procedures to send communications to the Board of Directors, the Non- Management Directors (as defined on page 12) and the Audit Committee. Shareholder communications to the Board of Directors. Communications from shareholders to individual Directors The Board of Directors or to the Board of Directors may be submitted by writing to MetLife, Inc. the address set forth to the right. One MetLife Plaza 27-01 Queens Plaza North The communication should state that it is from a MetLife Long Island City, NY 11101-4007 shareholder. The Corporate Secretary of MetLife may require reasonable evidence that the communication or Attention: Corporate Secretary other submission is, in fact, from a MetLife shareholder before transmitting it to the Board of Directors. The Non-Management Directors Communications to the Non-Management Directors. MetLife, Inc. Communications to the Non-Management Directors may One MetLife Plaza be submitted by writing to the address set forth to the right. 27-01 Queens Plaza North Long Island City, NY 11101-4007 Attention: Corporate Secretary Communications directly to the Audit Committee. Communications to the Audit Committee regarding accounting, internal accounting controls or auditing matters may be submitted: ) by sending a written communication to the address Audit Committee MetLife, Inc. set forth to the right, or One MetLife Plaza ) by stating the communication in a call to the MetLife 27-01 Queens Plaza North Compliance and Fraud Hotline (1-800-462-6565) and Long Island City, NY 11101-4007 identifying the communication as intended for the Audit Committee, or Attention: Corporate Secretary ) by sending the communication in an e-mail message to the Company’s Special Investigation Unit at siuline@metlife.com and identifying the communication as intended for the Audit Committee. 5
  9. 9. MetLife 2006 Proxy Statement Proposal One — Election of Directors At the 2006 Annual Meeting, four Class I Directors President and Chief Operating Officer of the will be elected for a term ending at the Company’s Company from June 2004, and President of its U.S. 2009 Annual Meeting. For additional information Insurance and Financial Services businesses from about the classes of Directors, see ‘‘Information July 2002 to June 2004. He served as President of About the Board of Directors — Responsibilities, Institutional Business of MetLife from September Independence and Composition of the Board of 1999 to July 2002 and President of Institutional Directors’’ beginning on page 12. Business of Metropolitan Life Insurance Company from May 1999 to June 2002. During his more than Each Class I Nominee is currently serving as a 30-year career with MetLife, Mr. Henrikson has held Director of MetLife and has agreed to continue to a number of senior positions in the Company’s serve if elected. The Board of Directors has no Individual, Group and Pension businesses. He is a reason to believe that any Nominee would be Director of The Travelers Insurance Company and unable to serve if elected; however, if for any The Travelers Life and Annuity Company, both reason a Nominee should become unable to serve wholly-owned subsidiaries of the Company. at or before the 2006 Annual Meeting, the Board Mr. Henrikson is a director of MetLife Bank, a could reduce the size of the Board or nominate subsidiary of the Company, and MetLife Foundation. someone else for election. If the Board were to Mr. Henrikson also is a Director of the American nominate someone else to stand for election at the Council of Life Insurers, a Director Emeritus of the 2006 Annual Meeting, the proxies could use their American Benefits Council, Chairman of the Board discretion to vote for that other person. of the Wharton School’s S.S. Huebner Foundation for Insurance Education, and a Trustee of the Mr. Robert H. Benmosche, a Class I Director and American Museum of Natural History. Chairman of the Board, is not standing for election Mr. Henrikson received a B.A. degree from the and the size of the Board has been reduced to University of Pennsylvania and a J.D. degree from 14 members effective as of the 2006 Annual Emory University School of Law. In addition, he is a Meeting. He will step down as Chairman of the graduate of the Wharton School’s Advanced Board on April 25, 2006 following the Annual Management Program. He has been a Director of Meeting and retire from the Company effective MetLife since April 26, 2005 and a Director of July 1, 2006. Mr. C. Robert Henrikson, also a Metropolitan Life Insurance Company since June 1, Class I Director, is currently the President and 2005. Chief Executive Officer of the Company. Mr. Henrikson has been elected by the Board of John M. Keane, age 63, is the co-founder and Directors to succeed Mr. Benmosche as Chairman senior managing director of Keane Advisors, LLC, of the Board at the conclusion of the 2006 Annual a private equity investment and consulting firm, Meeting. President of GSI, LLC, an independent consulting firm, Senior Advisor to Kohlberg, Kravis, Roberts The Board of Directors recommends that you and Co., a private equity firm specializing in vote FOR the election of each of the following management buyouts, and an Advisor to the Class I Nominees: Chairman and Chief Executive Officer of C. Robert Henrikson, age 58, has been President URS Corporation, a global engineering design and Chief Executive Officer of MetLife and firm. General Keane served in the U.S. Army for Metropolitan Life Insurance Company since 37 years. He was Vice Chief of Staff and Chief March 1, 2006, and will become Chairman of the Operating Officer of the Army from 1999 until his Board of MetLife and Metropolitan Life Insurance retirement in October 2003. He is a Director of Company on April 25, 2006, following the 2006 General Dynamics Corporation. He also is a Annual Meeting. Previously, Mr. Henrikson was military contributor and analyst with ABC News 6
  10. 10. MetLife 2006 Proxy Statement and is a member of the United States Department a subsidiary of MetLife. Mr. Sicchitano has been a of Defense Policy Board, the Knollwood Director of MetLife and Metropolitan Life Foundation Board, the Pentagon Memorial Fund Insurance Company since 2003. and the George C. Marshall Foundation. General The following Class II and Class III Directors are Keane received a bachelor’s degree in accounting continuing in office: from Fordham University and a master’s degree in philosophy from Western Kentucky University. Class II Directors — Terms to Expire in 2007 General Keane has received honorary doctorate Curtis H. Barnette, age 71, has been Of Counsel degrees in law and public service from Fordham to the law firm of Skadden, Arps, Slate, Meagher & University and Eastern Kentucky University, Flom LLP since 2000. He is also Chairman respectively. General Keane has been a Director Emeritus of Bethlehem Steel Corporation and was of MetLife and Metropolitan Life Insurance a Director and its Chairman and Chief Executive Company since 2003. Officer from November 1992 through April 2000. Hugh B. Price, age 64, has been a Senior Fellow at Bethlehem Steel Corporation filed a voluntary the Brookings Institution since February 2006. petition for reorganization under Chapter 11 of the Previously, he was a Senior Advisor to the law firm United States Bankruptcy Code in 2001 and the of DLA Piper Rudnick Gray Cary US LLP from proceedings were completed in 2003. He is a September 2003 until September 2005 and served member and former Chair of the Board of as President and Chief Executive Officer of the Governors of West Virginia University, a Director National Urban League, Inc. from 1994 to April and former Chair of the West Virginia University 2003. Mr. Price is a Director of Verizon Foundation, Chair of the Yale Law School Fund, a Communications, Inc. He received a bachelor’s Director of the Ron Brown Award for Corporate degree from Amherst College and received a law Leadership Board, a Director of the Pennsylvania degree from Yale Law School. Mr. Price has been a Parks and Forests Foundation, Chair of the Director of MetLife since 1999 and a Director of National Museum of Industrial History and Metropolitan Life Insurance Company since 1994. Comenius Professor and Executive in Residence at Moravian College, of which he is also a Trustee. Kenton J. Sicchitano, age 61, was a Global Mr. Barnette served on the President’s Trade Managing Partner of PricewaterhouseCoopers LLP, Advisory Committee from 1989 to 2002 and is a an assurance, tax and advisory services company, Director of the National Center for State Courts until his retirement in June 2001. Mr. Sicchitano and the Pennsylvania Society. Mr. Barnette also is joined Price Waterhouse LLP, a predecessor firm a member of The Business Council. Mr. Barnette of PricewaterhouseCoopers LLP, in 1970, and received a bachelor’s degree from West Virginia after becoming a partner in 1979, held various University and a law degree from Yale Law leadership positions within the firm until he retired School. He also attended the Advanced in 2001. He is a Director of PerkinElmer, Inc. and Management Program at Harvard Business School Analog Devices, Inc. At various times from 1986 and Manchester University where he was a to 1995, he served as a Director and/or officer of a Fulbright Scholar. He has been a Director of number of not-for-profit organizations, including MetLife since 1999 and a Director of Metropolitan as President of the Harvard Business School Life Insurance Company since 1994. Association of Boston, Director of the Harvard Alumni Association and the Harvard Business Burton A. Dole, Jr., age 68, was a Partner and School Alumni Association, Director and Chair of Chief Executive Officer of MedSouth Therapies, the Finance Committee of New England LLC, a rehabilitative health care company, from Deaconess Hospital and a Trustee of the New 2001 to 2003, and was Chairman of the Board of England Aquarium. Mr. Sicchitano received a Nellcor Puritan Bennett, Incorporated, a medical bachelor’s degree from Harvard College and a equipment company, from 1995 until his master’s degree in business administration from retirement in 1997. He was Chairman of the Harvard Business School. Mr. Sicchitano is a Board, President and Chief Executive Officer of Director of First Citicorp Life Insurance Company, Puritan Bennett, Incorporated from 1986 to 1995. 7
  11. 11. MetLife 2006 Proxy Statement Mr. Dole served as Chairman of the Board of of Kraft USA from 1989 to 1994. Previously, he Directors of the Kansas City Federal Reserve Bank served as President of Kraft Limited in Canada and and Federal Reserve Agent from 1992 through as Senior Vice President of Kraft International. 1994. He served as Chairman of the Conference Mr. Kilts began his business career with General of Chairmen of the Federal Reserve System in Foods Corporation in 1970. Mr. Kilts is a member 1994. Mr. Dole is a Director and Vice President of of the Board of Directors of the New York Times the Anesthesia Patient Safety Foundation. He Company. He also serves on the International received both a bachelor’s degree in mechanical Advisory Group of Citigroup and the Board of the engineering and a master’s degree in business American Institute for Contemporary German administration from Stanford University. Mr. Dole Studies. A graduate of Knox College, Mr. Kilts has been a Director of MetLife since August 1999 serves on the College’s Board of Trustees, is and a Director of Metropolitan Life Insurance Chairman of the Advisory Council of the Company since 1996. University of Chicago Graduate School of Business and is a Trustee of the University of Harry P. Kamen, age 72, was Chairman of the Chicago. He previously was Chairman of the Board and Chief Executive Officer of Metropolitan Grocery Manufacturers of America. Mr. Kilts has Life Insurance Company from April 1993 until his been a Director of MetLife and Metropolitan Life retirement in July 1998 and, in addition, was its Insurance Company since January 2005. President from December 1995 to November 1997. Mr. Kamen is a Trustee of the Granum Charles M. Leighton, age 70, is Executive Series Trust Fund and the Cultural Institutions Director, U.S. Sailing. He was Chairman of the Retirement System. He is a Director of the New Board and Chief Executive Officer of the CML York Botanical Garden and the Chamber Music Group, Inc., a specialty retail company, from Society of Lincoln Center and a member of the 1969 until his retirement in March 1998. Board of Advisors of the Mailman School of Public Mr. Leighton is a Trustee of Lahey Clinic. Health at Columbia University. Mr. Kamen Mr. Leighton received a bachelor’s degree and an received a bachelor’s degree from the University honorary law degree from Bowdoin College and a of Pennsylvania and a law degree from Harvard master’s degree in business administration from Law School and attended the Senior Executive Harvard Business School. He has been a Director Program at M.I.T. He has been a Director of of MetLife since 1999 and a Director of MetLife since 1999 and a Director of Metropolitan Metropolitan Life Insurance Company since 1996. Life Insurance Company since 1992. Class III Directors — Terms to Expire in 2008 James M. Kilts, age 58, became Vice Chairman of the Board of The Procter & Gamble Company in Cheryl W. Gris´ , age 53, has served as e October 2005, following the merger of The President — Utility Group for Northeast Utilities, a Gillette Company with Procter & Gamble. public utility holding company, since 2001, Chief Previously and, until October 2005, he served as Executive Officer of its principal operating Chairman of the Board, Chief Executive Officer subsidiaries since September 2002, and Senior and President of Gillette since January 2001, Vice President, Secretary and General Counsel of February 2001 and November 2003, respectively. Northeast Utilities from 1998-2001. Ms. Gris´ is a e Prior to joining Gillette, Mr. Kilts was President Director of Dana Corporation. She also serves on and Chief Executive Officer of Nabisco Group the Boards of the MetroHartford Alliance, Greater Holdings Corp. from December 1999 until it was Hartford Arts Council, University of Connecticut acquired in December 2000 by Philip Morris Foundation, Business Council of Fairfield County Companies Inc., now Altria Group Inc. He was and the New England Council. She received a President and Chief Executive Officer of Nabisco bachelor of arts degree from the University of Holdings Corp. and Nabisco Inc. from January North Carolina at Chapel Hill and a law degree 1998 to December 1999. Before that, he was an from Western State University, and has completed Executive Vice President, Worldwide Food, Philip the Yale Executive Management Program. Morris, from 1994 to 1997 and served as President Ms. Gris´ is a Director of First Citicorp Life e 8
  12. 12. MetLife 2006 Proxy Statement Insurance Company, a subsidiary of MetLife. Director of First Citicorp Life Insurance Company, Ms. Gris´ has been a Director of MetLife and e a subsidiary of MetLife. Mrs. Kaplan has been a Metropolitan Life Insurance Company since 2004. Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1987. James R. Houghton, age 69, has been Chairman of the Board of Corning Incorporated, a global Sylvia M. Mathews, age 40, is the Chief Operating technology company, since 2002 and was its Officer and Executive Director of The Bill and Chief Executive Officer from April 2002 to April Melinda Gates Foundation and has been with the 2005. He also served as Chairman and Chief Foundation since 2001, prior to which she served Executive Officer of Corning from 1983 to 1996, as Deputy Director of the Office of Management Chairman of the Board Emeritus of Corning from and Budget in Washington, D.C. from 1998. 1996 to June 2000 and Non-Executive Chairman Ms. Mathews served as Deputy Chief of Staff to of the Board of Corning from June 2000 to April President Bill Clinton from 1997 to 1998, and was 2002. Mr. Houghton is also a Director of Chief of Staff to Treasury Secretary Robert Rubin ExxonMobil Corporation and Market Street Trust from 1995 to 1997. She also served as Staff Company. Mr. Houghton is a Trustee of the Director for the National Economic Council from Metropolitan Museum of Art, The Pierpont 1993 to 1995. Ms. Mathews was Manager of Morgan Library, Hospital for Special Surgery and President Clinton’s economic transition team. the Corning Foundation, and is a Fellow of the Prior to that, she was an Associate at McKinsey Harvard Corporation. He graduated from Harvard and Company from 1990 through 1992. She is a College and received a master’s degree from Member of the Council on Foreign Relations, the Harvard Business School. Mr. Houghton is a Pacific Council on International Policy, the Aspen Director of First Citicorp Life Insurance Company, Strategy Group and the Nike Foundation Advisory a subsidiary of MetLife. Mr. Houghton has been a Group. In addition, Ms. Mathews is a Governing Director of MetLife since 1999 and a Director of Council Member of the Miller Center of Public Metropolitan Life Insurance Company since 1975. Affairs at the University of Virginia. Ms. Mathews Helene L. Kaplan, age 72, has been Of Counsel to received a bachelor’s degree in government, cum the law firm of Skadden, Arps, Slate, Meagher & laude, from Harvard University in 1987 and a Flom LLP since 1990. She is a former Director of bachelor’s degree in philosophy, politics and J.P. Morgan Chase & Co., ExxonMobil economics from Oxford University, where she was Corporation, The May Department Stores and a Rhodes Scholar. Ms. Mathews has been a Verizon Communications, Inc. Mrs. Kaplan is a Director of MetLife and Metropolitan Life Member (and former Director) of the Council on Insurance Company since 2004. Foreign Relations. She is serving her second term as Chair of Carnegie Corporation of New York, William C. Steere, Jr., age 69, was Chairman of and is a Trustee and Vice-Chair of The American the Board and Chief Executive Officer of Pfizer Museum of Natural History. She is Trustee Emerita Inc., a research-based global pharmaceutical and Chair Emerita of Barnard College and Trustee company, from 1992 until his retirement in May Emerita of The J. Paul Getty Trust, and The Institute 2001. Mr. Steere is a Director of Pfizer, Dow for Advanced Study. Mrs. Kaplan is a Fellow of the Jones & Company, Inc. and Health Management American Philosophical Society and a Member of Associates, Inc. and is a Director of the Naples the American Academy of Arts and Sciences. Philharmonic Center for the Arts. Mr. Steere Mrs. Kaplan received a bachelor’s degree, cum received a bachelor’s degree from Stanford laude, from Barnard College and a law degree University. He has been a Director of MetLife from New York University Law School. She is the since 1999 and a Director of Metropolitan Life recipient of many honors, including honorary Insurance Company since 1997. Mr. Steere was degrees from Columbia University and Mount appointed as Lead Director of MetLife’s Board of Sinai School of Medicine. Mrs. Kaplan is a Directors on January 18, 2006. 9
  13. 13. MetLife 2006 Proxy Statement Proposal Two — Ratification of Appointment of the Independent Auditor The Board of Directors recommends that you schedule of particular audit services that the vote to ratify the appointment of Deloitte & Company expects to be performed in the next Touche LLP as MetLife’s independent auditor for fiscal year and an estimated amount of fees for the year ending December 31, 2006. each particular audit service. The Audit Committee also reviews a schedule of audit- The Audit Committee, which is solely responsible related, tax and other permitted non-audit services for appointing the independent auditor of the that the Company may engage the independent Company, subject to shareholder ratification, has auditor to perform during the next fiscal year and recommended that Deloitte & Touche LLP an estimated amount of fees for each of those (‘‘Deloitte’’) be reappointed as the Company’s services, as well as information on pre-approved independent auditor. Deloitte has served as services provided by the independent auditor in independent auditor of MetLife and Metropolitan the current year. Life Insurance Company and most of its subsidiaries for many years, and its long term Based on this information, the Audit Committee knowledge of the MetLife group of companies has pre-approves the audit services that the Company enabled it to carry out its audits of the Company’s expects to be performed by the independent financial statements with effectiveness and auditor in connection with the audit of the efficiency. Company’s financial statements for the next fiscal year, and the audit-related, tax and other Before recommending Deloitte’s reappointment, permitted non-audit services that management the Audit Committee considered the firm’s may desire to engage the independent auditor to relevant qualifications and competencies, perform during the next fiscal year. In addition, including that Deloitte is a registered public the Audit Committee approves the terms of the accounting firm with the Public Company engagement letter to be entered into by the Accounting Oversight Board (United States) Company with the independent auditor. (‘‘PCAOB’’) as required by the Sarbanes-Oxley Act of 2002 (‘‘Sarbanes-Oxley’’) and the Rules of the If, during the course of the year, the audit, audit- PCAOB, Deloitte’s independence and its related, tax and other permitted non-audit fees processes for maintaining its independence, the exceed the previous estimates provided to the results of the independent review of its quality Audit Committee, the Audit Committee control system, the key members of the determines whether or not to approve the engagement team for the audit of the Company’s additional fees. The Audit Committee or a financial statements, the firm’s approach to designated member of the Audit Committee to resolving significant accounting and auditing whom authority has been delegated may, from matters including consultation with the firm’s time to time, pre-approve additional audit and national office, as well as its reputation for non-audit services to be performed by the integrity and competence in the fields of Company’s independent auditor. accounting and auditing. The Audit Committee Based on the recommendation of the Audit assures the regular rotation of the audit Committee, the Board of Directors endorsed the engagement team partners to the extent required appointment of Deloitte as MetLife’s independent by law. auditor for the year ending December 31, 2006, The Audit Committee approves Deloitte’s audit subject to ratification by MetLife shareholders at and non-audit services in advance as required the 2006 Annual Meeting. under Sarbanes-Oxley and SEC rules. Under procedures adopted by the Audit Committee, the Representatives of Deloitte will attend the 2006 Audit Committee reviews, on an annual basis, a Annual Meeting. They will have an opportunity to 10
  14. 14. MetLife 2006 Proxy Statement make a statement if they desire to do so, and they All of the fees set forth below have been pre- will be available to respond to appropriate approved by the Audit Committee in accordance questions. with its pre-approval procedures. Independent Auditor’s Fees for 2005 and 2004(1) 2005 2004 Audit Fees(2) *************************************************** $46.6 million $32.8 million Audit-Related Fees(3) ******************************************** 10.8 million 8.4 million Tax Fees(4)***************************************************** 1.9 million 1.4 million All Other Fees(5) *********************************************** 0.2 million 0.1 million (1) The fees shown in the table include fees billed to Reinsurance Group of America, Incorporated, a publicly traded company and majority-owned subsidiary of MetLife, Inc. Such fees in fiscal years 2004 and 2005 were approved by the Audit Committee of MetLife, Inc. The table also includes fees for audit services Deloitte provided to the Travelers Life and Annuity Businesses that were acquired from Citigroup on July 1, 2005 (the ‘‘Travelers Entities’’) following the Company’s acquisition of the Travelers Entities. (2) Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. (3) Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers and acquisitions (including related to the acquisition of the Travelers Entities), accounting consultations and audits in connection with proposed or consummated acquisitions (including related to the acquisition of the Travelers Entities), internal control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. (4) Fees for tax compliance, consultation and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers and acquisitions, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. (5) De minimis fees for other types of permitted services. 11
  15. 15. MetLife 2006 Proxy Statement Corporate Governance Corporate Governance Guidelines. of 15 Directors, 13 of whom are both Non- Management Directors and Independent Directors. In 2004, the Governance Committee recommended, Effective as of the 2006 Annual Meeting, the size of and the Board of Directors adopted, Corporate the Board has been reduced to 14 members, 13 of Governance Guidelines that set forth the Board’s whom are both Non-Management Directors and policies regarding Director independence, the Independent Directors. A ‘‘Non-Management qualifications of Directors, the identification of Director’’ is a Director who is not an officer of the candidates for Board positions, the responsibilities of Company or of any entity in a consolidated group Directors, the Committees of the Board, with the Company. An ‘‘Independent Director’’ is a management succession, Director access to Non-Management Director who the Board of management and outside advisors, and Director Directors has affirmatively determined has no compensation. material relationships with the Company or any of its consolidated subsidiaries and is independent In 2006, the Board of Directors adopted Amended within the meaning of the New York Stock Exchange and Restated Corporate Governance Guidelines to Inc.’s Corporate Governance Standards (the ‘‘NYSE provide for the appointment of a Lead Director by Standards’’). An Independent Director for Audit the Independent Directors (as defined below), and to Committee purposes meets additional requirements include the Board’s majority voting standard in of Rule 10A-3 under the Exchange Act. uncontested Director elections, which is now reflected in the Company’s By-Laws. See The Board has affirmatively determined that Curtis ‘‘Information About the 2006 Annual Meeting and H. Barnette, Burton A. Dole, Cheryl W. Gris´ , e Proxy Voting — Majority Voting Standard in James R. Houghton, Harry P. Kamen, Helene L. Director Elections’’ for more information. The Kaplan, John M. Keane, James M. Kilts, Charles M. Amended and Restated Corporate Governance Leighton, Sylvia M. Mathews, Hugh B. Price, Guidelines (the ‘‘Corporate Governance Kenton J. Sicchitano and William C. Steere, Jr. are Guidelines’’) are attached as Appendix A to this all Independent Directors who do not have any Proxy Statement. material relationships with the Company or any of Printable versions of the Corporate Governance its consolidated subsidiaries. Mr. Barnette and Guidelines may be found on MetLife’s website at Mrs. Kaplan are both Of Counsel to the law firm of http://www.metlife.com/corporategovernance. A Skadden, Arps, Slate, Meagher & Flom, LLP copy of the Corporate Governance Guidelines (‘‘Skadden’’), which provides legal services to the also may be obtained by submitting a written Company and its affiliates. Neither Mr. Barnette request to MetLife, Inc., One MetLife Plaza, 27-01 nor Mrs. Kaplan directly or indirectly provides any Queens Plaza North, Long Island City, NY legal services to MetLife or its subsidiaries. In 11101-4007, Attention: Corporate Secretary. addition, neither Mr. Barnette nor Mrs. Kaplan receives compensation from Skadden that is Information About the Board of Directors. directly or indirectly related to fees that Skadden Responsibilities, Independence and Composition of receives from the Company or its subsidiaries for the Board of Directors. The Directors of MetLife performing such legal services. Neither are individuals upon whose judgment, initiative and Mr. Barnette nor Mrs. Kaplan has the right to vote efforts the success and long-term value of the on any of Skadden’s firm matters or participate in Company depend. As a Board, these individuals Skadden’s profits. Skadden is not a significant review MetLife’s business policies and strategies and supplier to the Company; the fees it receives from oversee the management of the Company’s MetLife total less than 2% of Skadden’s revenues. businesses by the Chief Executive Officer and the Based on its review of the nature of Mr. Barnette’s other executive officers. The Board currently consists and Mrs. Kaplan’s Of Counsel status at Skadden, 12
  16. 16. MetLife 2006 Proxy Statement the Board has determined, in each case, that such as Director must provide written information Of Counsel status does not constitute a material about their qualifications and participate in relationship with MetLife, and has affirmatively interviews conducted by individual Board determined that Mr. Barnette and Mrs. Kaplan are members, including the Chairs of the Audit, Independent Directors. Compensation and Governance Committees. Candidates are evaluated based on the The Board also determined that the Independent information supplied by the candidates and Directors satisfy the criteria set forth in categorical information obtained from other sources. standards established by the Board to assist it in making determinations regarding independence. The Governance Committee will consider These standards are set forth under the caption shareholder recommendations of candidates for ‘‘Director Independence’’ included in the nomination as Director. To be timely, a shareholder Corporate Governance Guidelines of the recommendation must be submitted to the Company which are attached as Appendix A to Governance Committee, MetLife, Inc., One MetLife this Proxy Statement. Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate The Company’s Board of Directors is divided into Secretary, not later than 120 calendar days prior to three classes. One class is elected each year to hold the first anniversary of the previous year’s annual office for a term of three years. Of the 15 current meeting. Recommendations for nominations of Directors, five are Class I Directors with terms candidates for election at the 2007 Annual Meeting expiring at the 2006 Annual Meeting, five are must be received by the Corporate Secretary no Class II Directors with terms expiring at the 2007 later than December 26, 2006. Annual Meeting, and five are Class III Directors with terms expiring at the 2008 Annual Meeting. As The Governance Committee makes no distinctions a result of the reduction of the size of the Board to in evaluating nominees based on whether or not a fourteen members, effective as of the 2006 Annual nominee is recommended by a shareholder. Meeting, the size of Class I will be reduced to four Shareholders recommending a nominee must Directors. satisfy the notification, timeliness, consent and information requirements set forth in the Executive Sessions of Non-Management Directors. Company’s By-Laws concerning Director The Non-Management Directors of the Company nominations by shareholders. (all of whom were also Independent Directors of the Company during 2005) meet in regularly The shareholder’s recommendation must set forth scheduled executive sessions without the presence all the information regarding the person of the Company’s management. If the group of recommended that is required to be disclosed in Non-Management Directors were to include solicitations of proxies for election of Directors Directors who were not also Independent pursuant to Regulation 14A under the Exchange Directors, the Independent Directors would meet, Act, and must include the recommended at least once a year, in an executive session that Nominee’s written consent to being named in the included only Independent Directors. The Proxy Statement as a Nominee and to serving as a Independent Directors have appointed Mr. Steere Director if elected. In addition, the shareholder’s as Lead Director and, among other responsibilities, recommendation must include (i) the name and Mr. Steere presides when the Non-Management address of the recommending shareholder and the Directors meet in executive session. candidate being recommended; (ii) a description Director Nomination Process. Potential of all arrangements or understandings between the candidates for nomination as Directors are nominating shareholder and the person being identified by the Board of Directors and the recommended and any other persons (naming Governance Committee through a variety of them) pursuant to which the nominations are to be means, including recommendations of search made by the shareholder; (iii) a representation that firms, Board members, executive officers and the recommendation is being made by a shareholders. Potential candidates for nomination beneficial owner of the Company’s stock; and 13
  17. 17. MetLife 2006 Proxy Statement (iv) if the recommending shareholder intends to membership on the Board of Directors, solicit proxies, a statement to that effect. including significant experience and accomplishments, an understanding of business Under the Company’s Corporate Governance and finance, sound business judgment, and an Guidelines, the following specific, minimum appropriate educational background. qualifications must be met by any candidate that the Company would recommend for election to In recommending candidates for election as the Board of Directors: Directors, the Governance Committee will take into consideration the need for the Board to have a ) Financial Literacy. Such person should be majority of Directors that meet the independence ‘‘financially literate’’ as such qualification is requirements of the NYSE Standards and such interpreted by the Company’s Board of other criteria as shall be established from time to Directors in its business judgment. time by the Board of Directors. ) Leadership Experience. Such person should Board Meetings and Director Attendance in possess significant leadership experience in 2005. In 2005, there were 13 regular and special business, finance, accounting, law, education meetings of the Board of Directors. All Directors or government, and should possess qualities attended more than 75% of the aggregate number reflecting a proven record of accomplishment of meetings of the Board of Directors and the and an ability to work with others. Committees on which they served during 2005. ) Commitment to the Company’s Values. Such Certain Relationships and Related Transactions. person shall be committed to promoting the Helene L. Kaplan and Curtis H. Barnette, Directors financial success of the Company and of MetLife, are both Of Counsel to Skadden, Arps, preserving and enhancing the Company’s Slate, Meagher & Flom LLP (‘‘Skadden’’). Skadden reputation as a leader in American business and performs legal services for MetLife and its affili- shall be in agreement with the values of the ates, and MetLife provides insurance-related prod- Company as embodied in its codes of conduct. ucts and services to Skadden. Neither Mrs. Kaplan ) Absence of Conflicting Commitments. Such nor Mr. Barnette directly or indirectly provides person should not have commitments that legal services to MetLife or its subsidiaries or re- would conflict with the time commitments of a ceives compensation from Skadden that is directly Director of the Company. or indirectly related to fees that Skadden receives from MetLife or its subsidiaries. Neither has the ) Reputation and Integrity. Such person shall be right to vote on Skadden’s firm matters or partici- of high repute and recognized integrity and not pate in Skadden’s profits. Skadden is not a signifi- have been convicted in a criminal proceeding cant supplier to the Company because the fees it or be named a subject of a pending criminal receives from MetLife total less than 2% of its proceeding (excluding traffic violations and revenues. The Board of Directors has affirmatively other minor offenses). Such person shall not determined that Mrs. Kaplan and Mr. Barnette are have been found in a civil proceeding to have Independent Directors who have no material rela- violated any federal or state securities or tionship with the Company for purposes of the commodities law, and shall not be subject to NYSE Standards. See ‘‘Information About the any court or regulatory order or decree limiting Board of Directors — Responsibilities, Independ- his or her business activity, including in ence and Composition of the Board of Directors’’ connection with the purchase or sale of any beginning on page 12. security or commodity. ) Other Factors. Such person shall have other characteristics considered appropriate for 14
  18. 18. MetLife 2006 Proxy Statement Board Committees. MetLife’s Board of Directors has designated six Board Committees. These Committees perform essential functions on behalf of the Board. The Committee Chairs review and approve agendas for all meetings of their respective Committees. The responsibilities of each of the Committees are summarized below. Only Independent Directors may be members of the Audit, Compensation and Governance Committees. Metropolitan Life Insurance Company also has designated Board Committees, including an Investment Committee. Each Committee of the Board of Directors has a Charter that defines the Committee’s purposes and responsibilities. The Charters for the Audit, Compensation and Governance Committees incorporate the requirements of the Securities and Exchange Commission and the New York Stock Exchange to the extent applicable. Printable versions of the Charters are available on MetLife’s website at http://www.metlife.com/corporategovernance. The Audit Committee The Audit Committee, which consists entirely of Independent Directors, ) is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditor; ) assists the Board in fulfilling its responsibility to oversee the Company’s accounting and financial reporting processes, the adequacy of the Company’s internal control over financial reporting and the integrity of its financial statements; ) pre-approves all audit and non-audit services to be provided by the independent auditor, reviews reports concerning significant legal and regulatory matters, discusses the Company’s guidelines and policies with respect to the process by which the Company undertakes risk management and risk assessment, and reviews the performance of the Company’s internal audit function; ) discusses with management, the General Auditor and the independent auditor the Company’s filings on Forms 10-K and 10-Q and the financial information in those filings; ) prepares an annual report to the shareholders for presentation in the Company’s proxy statement, the 2006 report being presented on page 21 of this Proxy Statement; and ) has the authority to obtain advice and assistance from, and to receive appropriate funding from the Company for the retention of, outside counsel and other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee met ten times during 2005. A more detailed description of the role and responsibilities of the Audit Committee is set forth in the Audit Committee Charter. Financial Literacy and Audit Committee Financial Expert. The Board of Directors has determined that the members of the Audit Committee are financially literate, as such qualification is interpreted by the Board of Directors. The Board of Directors has also determined that a majority of the members of the Audit Committee would qualify as ‘‘audit committee financial experts,’’ as such term is defined by the Securities and Exchange Commission, including James R. Houghton, the Chair of the Committee. The Compensation Committee The Compensation Committee, which consists entirely of Independent Directors, ) assists the Board in fulfilling its responsibility to oversee the compensation and benefits of the Company’s executive officers and other employees of the MetLife enterprise and prepares an annual report on executive compensation for inclusion in the Company’s proxy statement, the 2006 report being presented on page 23 of this Proxy Statement; 15
  19. 19. MetLife 2006 Proxy Statement ) approves the goals and objectives relevant to the Chief Executive Officer’s total compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the Chief Executive Officer’s total compensation level based on such evaluation; ) reviews and recommends approval by the Board of Directors of the other executive officers’ total compensation, including their base salaries and annual and long-term incentive compensation; and ) has sole authority to retain and approve the terms of the retention of any compensation consultants and other compensation experts in connection with the compensation of the Chief Executive Officer and other senior executive officers. The Compensation Committee met seven times during 2005. A more detailed description of the role and responsibilities of the Compensation Committee is set forth in the Compensation Committee Charter. Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee has ever been an officer or employee of MetLife or any of its subsidiaries. During 2005, no executive officer of MetLife served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers is or has been a Director of MetLife or a member of MetLife’s Compensation Committee. The Governance Committee The Governance Committee, which consists entirely of Independent Directors, ) assists the Board by identifying individuals qualified to become members of the Board, consistent with the criteria established by the Board, developing and recommending corporate governance guidelines to the Board, overseeing MetLife’s financial policies and strategies, capital structure and dividend policies, and overseeing MetLife’s internal risk management function; ) recommends policies and procedures regarding shareholder nomination of Director candidates and regarding communication with Non-Management Directors; and ) has other duties and responsibilities, including recommending the appointment of Directors to serve as the Chairs and members of the Committees of the Board, overseeing the evaluation of the Board and reviewing the compensation and benefits of the Board of Directors and recommending modifications thereof as may be appropriate. The Governance Committee met eight times during 2005. A more detailed description of the role and responsibilities of the Governance Committee is set forth in the Governance Committee Charter. The Executive Committee The Executive Committee may exercise the powers and authority of the Board of Directors during intervals between meetings of the Board of Directors. The Executive Committee did not meet in 2005. The Public Responsibility Committee The Public Responsibility Committee ) oversees the Company’s charitable contributions, public benefit programs and other corporate responsibility matters, reviewing, in this regard, the Company’s goals and strategies for its contributions in support of health, education, civic affairs, culture and similar purposes, and its social investment program in which loans and other investments are made to support affordable housing, community, business and economic development and health care services for low and moderate income communities; 16
  20. 20. MetLife 2006 Proxy Statement ) reviews the Company’s goals and strategies concerning legislative and regulatory initiatives that impact the interests of the Company; and ) annually reviews and recommends the Company’s charitable contribution budget to the Board of Directors for its approval. The Sales Practices Compliance Committee The Sales Practices Compliance Committee ) oversees compliance matters concerning the sale or marketing of insurance products to individuals and institutions by MetLife’s subsidiaries; ) reviews policies and procedures with respect to sales practices compliance matters; ) reviews audit plans and budgets for sales office audits prepared by the Corporate Ethics and Compliance Department related to sales practices compliance matters; and ) receives and reviews reports concerning activities related to sales practices compliance matters, including reports from the leadership of the Corporate Ethics and Compliance Department concerning allegations of fraud and misconduct and unethical business practices and reports of any significant investigations by governmental authorities. The Investment Committee of Metropolitan Life Insurance Company The Investment Committee of Metropolitan Life Insurance Company (‘‘MLIC’’) ) oversees the investment activities of MLIC and certain of its subsidiaries; ) at the request of MetLife, also oversees the management of investment assets of MetLife and certain of MetLife’s subsidiaries and, in connection therewith, reviews reports from the investment officers on the investment activities and performance of the investment portfolio of such companies and submits reports about such activities and performance to MetLife; ) authorizes designated investment officers, within specified limits and guidelines, to make and sell investments for MLIC’s General Account and Separate Accounts consistent with applicable laws and regulations and applicable standards of care; ) reviews reports from the investment officers regarding the conformity of investment activities with the Committee’s general authorizations, applicable laws and regulations and applicable standards of care; and ) reviews and approves MLIC’s derivatives use plans and reviews reports from the investment officers on derivative transaction activity; reviews and approves MLIC’s high return program plan and reviews reports from the investment officers on high return program activity; reviews reports from the investment officers on the investment activities and performance of investment advisors that are engaged to manage certain investments of MLIC; reviews reports from the investment officers on the non-performing assets in MLIC’s investment portfolio; and reviews MLIC’s investment plans and receives periodic updates of performance compared to projections in the investment plans. 17
  21. 21. MetLife 2006 Proxy Statement The following table lists the Directors who currently serve on the Committees described above. MEMBERSHIP ON BOARD COMMITTEES Investment Sales (Metropolitan Public Practices Life Insurance Audit Compensation Governance Executive Responsibility Compliance Company) R.H. Benmosche s ( C. H. Barnette s ( B. A. Dole, Jr. ( ( ( C.W. Gris´ e ( ( ( C. R. Henrikson ( ( J. R. Houghton s ( ( ( H. P. Kamen ( ( ( H. L. Kaplan s ( ( ( J. M. Keane ( ( ( J. M. Kilts ( ( ( C. M. Leighton s ( ( S. M. Mathews ( ( ( H. B. Price s ( ( K. J. Sicchitano ( ( ( ( W. C. Steere, Jr. s ( ( ( (s = Chair = Member) ( Director Compensation Directors’ Retainer and Attendance Fees. Non-Management Directors who serve as Chairs Effective upon the date of the Company’s 2006 of Board Committees will be increased from Annual Meeting, the Annual Retainer for Non- $10,000 to $25,000. The Company also pays an Management Directors who serve on the annual cash fee of $25,000 to the Company’s Company’s Board of Directors will be increased Lead Director. The Committee Chair and Lead from $170,000 to $225,000. As in the past, 50% Director retainer fees are paid in advance at the of the retainer will be paid in shares of the time of the 2006 Annual Meeting. The Company Company’s common stock and 50% in cash. The pays a $25,000 annual fee to the Non- retainer fee for Board service is paid in advance at Management Director who serves as the Chair of the time of the 2006 Annual Meeting. A Non- the Metropolitan Life Insurance Company Management Director who serves for only a Investment Committee, an increase from $10,000 portion of the year is paid a prorated retainer fee in 2005. A Non-Management Director who serves to reflect the period of such service. for only a portion of the year would, in each case, be paid a prorated retainer fee to reflect the period Effective upon the date of the Company’s 2006 of such service. Annual Meeting, the annual cash fee payable to 18
  22. 22. MetLife 2006 Proxy Statement The Company reimburses Non-Management price of any stock option may be no less than the Directors for expenses they incur to attend the fair market value of a share of the Company’s Company’s Board and Committee meetings, and, common stock on the date the stock option is subject to availability, its corporate aircraft is granted. No stock options, performance shares, sometimes used to transport Directors and their restricted stock or restricted stock units have been spouses or guests to and from these meetings and awarded under the Plan; however, share awards Company-sponsored events. If a spouse or guest with respect to the 50% stock component of the accompanies a Director to a MetLife meeting or Annual Retainer paid to Non-Management event, income would be imputed to the Director Directors are being granted. See ‘‘Directors’ in accordance with IRS rules. In addition, the Retainer and Attendance Fees’’ above. The Board Company may, from time to time, provide of Directors or the Governance Committee may courtesy tickets to sporting events, theatrical terminate, modify or amend the Plan at any time, performances and other cultural events, and subject, in certain instances, to shareholder similar personal benefits to Directors and their approval. spouses and guests, and, subject to availability, MetLife Fee Deferrals. A Non-Management may provide limited office space for occasional Director may defer the receipt of all or part of his use by Directors. As a former Chief Executive or her fees payable in cash or shares (and any Officer of Metropolitan Life Insurance Company, imputed dividends on those shares) until a later Mr. Harry Kamen receives secretarial support and date or until after he or she ceases to serve as a use of an office. Director. From 2000 to 2004, such deferrals could be made under the terms of the 2000 Directors The MetLife, Inc. 2000 Directors Stock Plan. Stock Plan (share awards) or the MetLife Deferred The MetLife, Inc. 2000 Directors Stock Plan (the Compensation Plan for Outside Directors (cash ‘‘2000 Directors Stock Plan’’), which was in effect awards). Since 2005, any such deferrals are made until April 15, 2005 when it was replaced by the under the terms of the MetLife Non-Management MetLife, Inc. 2005 Non-Management Director Director Deferred Compensation Plan, which was Stock Compensation Plan described below, adopted in 2004 and amended in 2005, and is authorized the Company to pay up to 50% of the intended to comply with Internal Revenue Code Company’s Non-Management Directors’ retainer Section 409A. and attendance fees in stock grants and pay all or part of the remainder of such fees in stock options. Directors’ Benefit Programs. Non-Management The plan provided that the exercise price of any Directors who joined the Board on or after stock option granted to the Company’s Non- January 1, 2003 receive $200,000 of group life Management Directors could not be less than the insurance. Non-Management Directors who fair market value of a share of the Company’s joined the Board prior to January 1, 2003 are common stock on the date the stock option eligible to continue to receive $200,000 of was granted. No additional awards will be made individual life insurance coverage under policies under the 2000 Directors Stock Plan. then in existence, for which MetLife would pay the Directors a cash amount sufficient to cover the The MetLife, Inc. 2005 Non-Management cost of premiums (ranging up to approximately Director Stock Compensation Plan. The $20,000). MetLife provides each Non- MetLife, Inc. 2005 Non-Management Director Management Director with business travel Stock Compensation Plan, which was approved accident insurance coverage for travel on MetLife by the Company’s shareholders in 2004, business. Non-Management Directors are also authorizes the Governance Committee to grant eligible to participate in MetLife’s Long Term Care awards in the form of stock options, share Insurance Program on a fully contributory basis. appreciation rights, restricted stock, restricted stock units, performance shares, and stock-based Charitable Gift Program. Non-Management awards to the Company’s Non-Management Directors elected as Directors of Metropolitan Life Directors. The Plan provides that the exercise Insurance Company prior to October 1, 1999 19

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